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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 1
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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ZERO CORPORATION
(NAME OF ISSUER)
ZERO CORPORATION
AND
ELECTRONIC SOLUTIONS
(NAMES OF PERSONS FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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989484 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILFORD D. GODBOLD, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ZERO CORPORATION
444 SOUTH FLOWER STREET, SUITE 2100
LOS ANGELES, CALIFORNIA 90071-2922
(213) 629-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
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COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
FEBRUARY 1, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$72,000,000 $14,400
(*) Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934. Assumes the purchase of 4,000,000 shares at the maximum tender offer
price of $18.00 per share.
(**) The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percentum of the value of the securities to be
acquired. The amount of $14,400 was previously paid with the Schedule
13E-4 filed by ZERO Corporation and Electronic Solutions on February 1,
1996.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $14,400 FILING PARTIES: ZERO CORPORATION AND
ELECTRONIC
SOLUTIONS
FORM OR REGISTRATION NO.: SCHEDULE 13E-4 DATE FILED: FEBRUARY 1, 1996
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This Amendment No. 1, dated February 22, 1996, amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 dated February 1, 1996 (the
"Schedule 13E-4") of ZERO Corporation, a Delaware corporation (the "Company"),
and Electronic Solutions, a Nevada corporation and a wholly owned subsidiary
of the Company (the "Subsidiary"; the Company and the Subsidiary are referred
to herein collectively as the "Purchasers"), filed with the Securities and
Exchange Commission in connection with the Purchasers' offer to purchase up to
4,000,000 shares of Common Stock of the Company, par value $.01 per share (the
"Shares"), at a price, net to the seller in cash, without interest thereon,
not greater than $18.00 nor less than $15.75 per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 1,
1996 and the related Letter of Transmittal, copies of which were filed as
Exhibits (a)(1) and (a)(2), respectively, to the Schedule 13E-4 and
incorporated by reference therein.
Item 9 and the Exhibit Index of the Schedule 13E-4 are hereby supplemented
and amended by adding the following:
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Form of Letter to Odd Lot Stockholders from Wilford D. Godbold, Jr.,
President and Chief Executive Officer of the Company, dated February
22, 1996.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
ZERO CORPORATION
/s/ WILFORD D. GODBOLD, JR.
By:__________________________________
Wilford D. Godbold, Jr.
President and Chief Executive
Officer
ELECTRONIC SOLUTIONS
/s/ WILFORD D. GODBOLD, JR.
By:__________________________________
Wilford D. Godbold, Jr.
Chairman
Dated: February 22, 1996
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE
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(a)(9) Form of Letter to Odd Lot Stockholders from Wilford D.
Godbold, Jr., President and Chief Executive Officer of the
Company, dated February 22, 1996.
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EXHIBIT (a)(9)
[LETTERHEAD OF ZERO CORPORATION]
February 22, 1996
Dear Odd Lot Stockholder of ZERO Corporation:
Recently you received a set of materials, including an Offer to Purchase
and a Letter of Transmittal, concerning an offer (the "Offer") by ZERO
Corporation and Electronic Solutions, a wholly owned subsidiary of ZERO
Corporation, to purchase up to 4,000,000 shares of the Common Stock of ZERO
Corporation.
By accepting the Offer, a stockholder owning beneficially an aggregate of
fewer than 100 shares of the Common Stock of ZERO Corporation (other than
shares held in the ZERO Corporation Stock Fund or in the ZERO Corporation
Dividend Reinvestment Plan) will avoid the payment of brokerage commissions
and the applicable odd lot discount payable in a sale of such shares in a
transaction effected on a securities exchange. The Offer is explained in
detail in the Offer to Purchase and Letter of Transmittal. If you want to
tender your shares, the instructions on how to tender shares are also
explained in detail in the materials you have received. We encourage you to
read carefully these materials before making any decision with respect to
the Offer. Neither the Company, the Subsidiary, nor their respective Boards
of Directors makes any recommendation to any stockholder whether to tender
all or any shares. Neither I nor any other director or executive officer of
the Company intends to tender shares pursuant to the Offer.
Questions regarding the Offer should be directed to Morrow & Co., the
Information Agent, at (212) 754-8000 (call collect) or (800) 662-5200
(toll-free), or to PaineWebber Incorporated, the Dealer Manager, at (213)
972-1759 (call collect) or (800) 526-8910 (toll-free). If you are an
employee of ZERO Corporation, you may contact your Human Resources
Department for assistance in responding to the Offer.
Please note that the Offer is scheduled to expire at 12:00 midnight, New
York City time, on Thursday, February 29, 1996, unless extended.
Sincerely,
/s/ Wilford D. Godbold, Jr.
Wilford D. Godbold, Jr.
President and Chief Executive Officer
